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ARTICLE 10 <br /> SUCCESSORS AND ASSIGNS <br /> A. The City and the Engineer, respectively, bind themselves, their partners, successors, <br /> assigns and legal representatives to the other party to this Agreement and to the partners, <br /> successors, assigns and legal representatives of such other party with respect to all covenants of <br /> this Agreement. The City and the Engineer will not assign, sublet or transfer any interest in this <br /> Agreement without the prior written consent of the other. <br /> B. The Engineer will notify the City, in writing, of any change in its partnership/ownership <br /> within thirty(30) calendar days of such change. <br /> ARTICLE 11 <br /> EXTENT OF AGREEMENT <br /> A. This Agreement, including appendices and referenced attachments represents the entire <br /> and integrated Agreement between the City and the Engineer and supersedes all prior proposals, <br /> negotiations, representations or agreements either written or oral between the parties. In the event <br /> of a dispute between the City and Engineer regarding the intent of this Agreement, both parties <br /> agree that they will construe this Agreement in a manner consistent with the City's Request for <br /> Proposals, the Engineer's proposal response and the public record of the City Council's approval <br /> of this agreement as applicable. This Agreement may be amended only by written instrument, <br /> which must be signed by both the City and the Engineer. The San Marcos City Council must <br /> approve any such authorization of change in services or amendment if the compensation for which <br /> exceeds$50,000.00. The City may agree to a revised completion date/extension of time at its sole <br /> discretion, and only upon receipt of a fully executed Authorization of Change in Services <br /> (Attachment E) form. <br /> B. Any exhibits and/or attachments attached to this Agreement are incorporated by reference <br /> into this Agreement as though included verbatim herein. <br /> C. In the event of any conflict between this Agreement and the provisions of any exhibit or <br /> attachment to this Agreement, this Agreement will govern and control. <br /> ARTICLE 12 <br /> NOTICES <br /> Notices required under this Agreement will be provided by the parties to one another and <br /> will be deemed received when sent by certified mail, return receipt requested, or by confirmed <br /> facsimile transmission, to the following addresses: <br /> To the City: To the Engineer: <br /> City Manager Stephen Coonan, P.E. <br /> 10 <br />